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Reserves and exercise Chargebacks will not be impaired by such events.
<br />TERM AND TERMINATION
<br />a. Effective Date/Termination Date. The Agreement begins as of the date (i) you first accept the Card after receipt of the
<br />Agreement or otherwise indicate your intention to be bound by the Agreement or (ii) we approve your application to accept the
<br />Card, whichever occurs first. Either party can terminate the Agreement without cause (and notwithstanding any other rights
<br />established under the Agreement) at any time by notifying the other party. Termination will take effect according to the
<br />notice period specified in section 4.a above.
<br />b. Grounds for Termination. In addition to our rights in sections 3.c and 6.a. above, we may terminate the Agreement at
<br />any time without notice to you and without waiving our other rights and remedies if you have not submitted a Charge
<br />within any twelve month period. The Agreement is a contract to extend financial accommodations, and if bankruptcy or
<br />similar proceedings are filed with respect to your business, then the Agreement will
<br />terminate automatically.
<br />C. Post-Termination. If the Agreement terminates, without waiving our other rights and remedies, we and our agent may
<br />withhold from you any payments until we have fully recovered all amounts owing to us and our Affiliates. If any amounts
<br />remain unpaid, then you and your successors and permitted assigns remain liable for such amounts and shall pay us
<br />within thirty days of our request. You must also remove all displays of our Marks, return our materials and equipment
<br />immediately, and submit to our agent any Charges and Credits incurred prior to termination.
<br />d. Effect of Termination. Termination of the Agreement for any reason does not relieve the parties of their respective rights
<br />and duties arising prior to the effective date of termination that by their nature are intended to survive termination, including
<br />the provisions of sections 1, 3, 5, 6, 7, and 8 of these General Provisions, our Chargeback rights, and your duties set forth in
<br />the Merchant Regulations to protect Cardmember Information, indemnify us, retain documents evidencing Transactions, and
<br />notify your Recurring Billing customers of such termination. Our and our agent's right of direct access to the Demand Deposit
<br />Account will also survive until such time as all credits and debits permitted by the Agreement, and relating to Transactions
<br />prior to the effective date of termination, have been made.
<br />DISPUTE RESOLUTION
<br />a. Arbitration Rights. All Claims shall be resolved, upon your or our election, through arbitration pursuant to this section 7
<br />rather than by litigation.
<br />b. Arbitration Rules/Organizations. The party asserting the Claim shall select one of the following arbitration
<br />organizations, which shall apply its rules in effect at the time the Claim is filed. In the event of an inconsistency between
<br />this section 7 and any rule or procedure of the arbitration organization, this section 7 controls. The party asserting the
<br />Claim shall simultaneously notify the other party of its selection. If our selection is not acceptable to you, then you may
<br />select another of the following organizations within thirty days after you receive notice of our initial selection. Any
<br />arbitration hearing that you attend shall take place in the federal judicial district where your headquarters is located.
<br />• National Arbitration Forum (NAF): P.O. Box 50191, Minneapolis, MN 55404-0191; (800) 474-2371; www.arbitration-
<br />forum.com
<br />• American Arbitration Association (AAA): 335 Madison Avenue, New York, NY 10017; (800) 778-7879; www.adr.org
<br />c. Limitation of Rights. IF ARBITRATION IS CHOSEN BY A PARTY WITH RESPECT TO A CLAIM, NEITHER YOU NOR
<br />WE SHALL HAVE THE RIGHT TO LITIGATE THAT CLAIM IN COURT OR HAVE A JURY TRIAL ON THAT CLAIM, OR
<br />TO ENGAGE IN PRE-ARBITRATION DISCOVERY EXCEPT AS PROVIDED IN THE RULES OR PROCEDURES OF
<br />NAF OR AAA, AS APPLICABLE. FURTHER, YOU SHALL NOT HAVE THE RIGHT TO PARTICIPATE IN A
<br />REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM.
<br />OTHER RIGHTS THAT YOU WOULD HAVE IN COURT MAY ALSO NOT BE AVAILABLE IN ARBITRATION.
<br />NOTWITHSTANDING ANY OTHER PROVISION IN THE AGREEMENT AND WITHOUT WAIVING EITHER PARTY'S
<br />RIGHT TO APPEAL SUCH DECISION, IF ANY PORTION OF THIS SECTION 7.c OR OF SECTION 7.d. BELOW IS
<br />DEEMED INVALID OR UNENFORCEABLE, THEN THIS ENTIRE SECTION 7 (OTHER THAN THIS SENTENCE)
<br />SHALL NOT APPLY.
<br />d. Individually Named Parties Only. All parties to the arbitration must be individually named. There is no right or authority
<br />for any Claims to be arbitrated or litigated on a class-action or consolidated basis, on behalf of the general public or other
<br />parties, or joined or consolidated with claims of other parties, and you and we are specifically barred from doing so. This
<br />prohibition is intended to, and does, preclude any trade association or other organization from arbitrating any Claim on a
<br />representative basis on behalf of the organization's members. The arbitrator's authority to resolve Claims is limited to
<br />Claims between you and us alone, and the arbitrator's authority to make awards is limited to awards to you and us alone.
<br />e. Application of Provision. For the avoidance of any confusion, and not to limit its scope, this section 7 applies to any
<br />putative class action lawsuit that has been filed against us prior to the effective date of the Agreement relating to the
<br />"Honor All Cards," "non-discrimination," or "no steering" provisions of the Agreement as described in sections 1 and 2 of
<br />these General Provisions and Chapter 3 (Card Acceptance) of the Merchant Regulations, or prior versions of a Card
<br />acceptance agreement.
<br />f. Equitable Relief. The arbitrator shall have the power and authority to grant equitable relief (e.g., injunction, specific
<br />performance) and, cumulative with all other remedies, shall grant specific performance whenever possible The arbitrator
<br />shall have no power or authority to alter the Agreement or any of its separate provisions, including this section 7, nor to
<br />determine any matter or make any award except as provided in this section 7.
<br />g Small-Claims Court; Injunctive Relief. We shall not elect to use arbitration under this section for any individual Claim
<br />that you properly file in a small claims court so long as the Claim is pending only in that court. Injunctive relief sought to
<br />enforce the provisions of sections 8.a and 8.b of these General Provisions is not subject to the requirements of this
<br />section 7. This section 7 is not intended to, and does not, substitute for our ordinary business practices, policies, and
<br />procedures, including our rights to Chargeback and to create Reserves
<br />h Governing Law/Appeal/Entry of Judgment. This section 7 is made pursuant to a transaction involving interstate
<br />commerce and is governed by the Federal Arbitration Act, 9 U.S.C. § 16 et seq. (FAA). The arbitrator shall apply New
<br />York law and applicable statutes of limitations, honor claims of privilege recognized by law and, at the timely request of
<br />201108 MTPA Terms and Conditions Page 31 of 35 CONFIDENTIAL
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